UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A2
X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2010
. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-149978
DIAMOND INFORMATION INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
New Jersey |
| 22-2935867 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
1810 E. Sahara Avenue, Suite 1515 |
|
|
Las Vegas, Nevada |
| 89104 |
(Address of principal executive offices) |
| (Zip Code) |
Issuers telephone number: (702) 666-8570
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X ..
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes X .No .
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .
Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes . No X .
The number of shares of Common Stock, $0.001 par value, outstanding on April 25, 2011 was 1,500,011,867 shares.
1
DIAMOND INFORMATION INSTITUTE, INC.
FINANCIAL STATEMENTS
JUNE 30, 2010
DIAMOND INFORMATION INSTITUTE, INC.
TABLE OF CONTENTS
Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009 (audited) | 3 |
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Statements of Operations for the Three Months Ended June 30, 2010 and 2009 (unaudited) | 4 |
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Statement of Stockholders Equity (Deficit) as of June 30, 2010 (unaudited) | 5 |
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Statements of Cash Flows for the Three Months Ended June 30, 2010 and 2009 (unaudited) | 6 |
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Notes to the Financial Statements | 7 |
2
DIAMOND INFORMATION INSTITUTE, INC. | ||||
Consolidated Balance Sheets | ||||
(Unaudited) | ||||
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ASSETS | ||||
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| June 30, |
| December 31, |
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| 2010 |
| 2009 |
CURRENT ASSETS |
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Cash and cash equivalents | $ | 16,476 | $ | - |
Related party receivables |
| 151,995 |
| - |
Prepaid expenses |
| 137,500 |
| - |
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Total Current Assets |
| 305,971 |
| - |
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PROPERTY AND EQUIPMENT, NET |
| 2,035 |
| - |
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TOTAL ASSETS | $ | 308,006 | $ | - |
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | ||||
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities | $ | 17,740 | $ | - |
Accrued interest payable |
| 51,790 |
| - |
Related party payables |
| 23,979 |
| - |
Convertible notes payable, related party |
| 492,766 |
| - |
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Total Current Liabilities |
| 586,275 |
| - |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Series A Preferred Stock $0.0001 par value, 1,000,000 |
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shares authorized, 10 and no shares, issued and |
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outstanding, respectively |
| 1 |
| - |
Series B Preferred Stock, $0.0001 par value, |
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50,000,000 shares authorized, 134,000 and no |
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shares issued and outstanding, respectively |
| 13 |
| - |
Series C Preferred Stock, $0.0001 par value, |
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30,000,000 shares authorized, 250,000 and no |
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shares issued and outstanding, respectively |
| 25 |
| - |
Series D Preferred Stock, $0.0001 par value, |
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5,000,000 shares authorized, no shares |
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issued and outstanding, respectively |
| - |
| - |
Common Stock, $0.0001 par value, 2,900,000,000 |
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shares authorized, 1,500,011,867 and 11,814 shares |
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issued and outstanding, respectively |
| 150,013 |
| 3 |
Additional paid-in capital |
| 2,017,324 |
| 1,672,348 |
Accumulated other comprehensive income (loss) |
| (6,049) |
| - |
Accumulated deficit |
| (2,439,596) |
| (1,672,351) |
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Total Stockholders' Equity (Deficit) |
| (278,269) |
| - |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | 308,006 | $ | - |
3
DIAMOND INFORMATION INSTITUTE, INC. | ||||||||
Consolidated Statements of Operations | ||||||||
(Unaudited) | ||||||||
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| For the Three Months Ended |
| For the Six Months Ended | ||||
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| June 30, |
| June 30, | ||||
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| 2010 |
| 2009 |
| 2010 |
| 2009 |
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CONSULTING REVENUES | $ | 126,265 | $ | - | $ | 126,265 | $ | - |
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OPERATING EXPENSES |
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General and administrative |
| 318,677 |
| - |
| 364,895 |
| - |
Depreciation expense |
| 198 |
| - |
| 198 |
| - |
Impairment expense |
| 511,918 |
| - |
| 511,918 |
| - |
Total Operating Expenses |
| 830,793 |
| - |
| 877,011 |
| - |
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LOSS FROM OPERATIONS |
| (704,528) |
| - |
| (750,746) |
| - |
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OTHER INCOME (EXPENSE) |
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Interest expense |
| (8,460) |
| - |
| (8,460) |
| - |
Loss on disposal of assets |
| (8,039) |
| - |
| (8,039) |
| - |
Total Other Income (Expense) |
| (16,499) |
| - |
| (16,499) |
| - |
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LOSS BEFORE TAXES |
| (721,027) |
| - |
| (767,245) |
| - |
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Provision for income taxes |
| - |
| - |
| - |
| - |
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NET LOSS FROM CONTINUING OPERATIONS |
| (721,027) |
| - |
| (767,245) |
| - |
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Loss from discontinued operations, net of tax |
| - |
| (117,319) |
| - |
| (318,775) |
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NET LOSS | $ | (721,027) | $ | (117,319) | $ | (767,245) | $ | (318,775) |
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OTHER COMPREHENSIVE INCOME (LOSS) |
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Foreign currency translation adjustments |
| (6,049) |
| - |
| (6,049) |
| - |
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TOTAL COMPREHENSIVE LOSS | $ | (727,076) | $ | (117,319) | $ | (773,294) | $ | (318,775) |
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BASIC LOSS PER SHARE FROM |
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CONTINUING OPERATIONS | $ | (0.00) | $ | (9.93) | $ | (0.00) | $ | (27.06) |
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BASIC LOSS PER SHARE FROM |
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DISCONTINUED OPERATIONS | $ | - | $ | - | $ | - | $ | - |
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WEIGHTED AVERAGE NUMBER |
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OF SHARES OUTSTANDING |
| 256,912,044 |
| 11,813 |
| 256,917,944 |
| 11,780 |
4
DIAMOND INFORMATION INSTITUTE, INC. | ||||||||
Consolidated Statement of Stockholders' Equity (Deficit) | ||||||||
As of June 30, 2010 | ||||||||
(Unaudited) | ||||||||
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| Accumulated |
| Total |
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| Additional | Other |
| Stockholders' |
| Preferred Stock | Common Stock | Paid-in | Comprehensive | Accumulated | Equity | ||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | (Deficit) |
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Balance, December 31, 2008 | - | $ - | 11,643 | $ 2 | $ 1,599,707 | $ - | $ (1,499,396) | $ 100,313 |
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Common stock issued for services |
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at $0.0001 per share | - | - | 170 | 1 | 60,828 | - | - | 60,829 |
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Net loss for the year ended |
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December 31, 2009 | - | - | - | - | - | - | (172,853) | (172,853) |
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Balance, December 31, 2009 | - | - | 11,813 | 3 | 1,672,348 | - | (1,672,351) | - |
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Series A preferred stock issued |
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for services at $1,000 |
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per share on April 15, 2010 | 10 | 1 | - | - | 9,999 | - | - | 10,000 |
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Series B preferred stock issued |
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for cash and services at $2.50 |
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per share in April 2010 | 134,000 | 13 | - | - | 334,977 | - | - | 334,990 |
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Series C preferred stock issued |
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in accordance with share purchase |
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agreement for Serengeti Consulting |
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on May 17, 2010 | 250,000 | 25 | - | - | - | - | - | 25 |
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Common stock issued for services |
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at $0.0001 per share on |
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May 31, 2010 | - | - | 1,500,000,054 | 150,010 | - | - | - | 150,010 |
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Foreign currency translation adjustment | - | - | - | - | - | (6,049) | - | (6,049) |
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Net loss for the six month |
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period ended June 30, 2010 | - | - | - | - | - | - | (767,245) | (767,245) |
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Balance, June 30, 2010 | 384,010 | $ 39 | 1,500,011,867 | $ 150,013 | $ 2,017,324 | $ (6,049) | $ (2,439,596) | $ (278,269) |
5
DIAMOND INFORMATION INSTITUTE, INC. | ||||
Consolidated Statements of Cash Flows | ||||
(Unaudited) | ||||
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| For the Six Months Ended | ||
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| June 30, | ||
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| 2010 |
| 2009 |
OPERATING ACTIVITIES |
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Net loss | $ | (767,245) | $ | - |
Adjustment to reconcile net income to net |
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cash provided by operating activities: |
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Depreciation |
| 198 |
| - |
Loss on disposal of assets |
| 8,040 |
| - |
Impairment of assets |
| 510,484 |
| - |
Series A preferred stock issued for services |
| 10,000 |
| - |
Series B preferred stock issued for services |
| 274,990 |
| - |
Common stock issued for services |
| 150,010 |
| - |
Change in Operating Assets and Liabilities |
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Related party receivables |
| (51,550) |
| - |
Prepaid expenses |
| (137,500) |
| - |
Accounts payable |
| (55,344) |
| - |
Accrued interest |
| (10,780) |
| - |
Related party payables |
| (6,148) |
| - |
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Net Cash Used in Continuing Operating Activities |
| (74,845) |
| - |
Net Cash Used in Discontinued Operating Activities |
| - |
| (21,016) |
Net Cash Used in Operating Activities |
| (74,845) |
| (21,016) |
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INVESTING ACTIVITIES |
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Cash acquired in acquisition of subsidiary |
| 16,267 |
| - |
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Net Cash Used in Continuing Investing Activities |
| 16,267 |
| - |
Net Cash Used in Discontinued Investing Activities |
| - |
| (51,065) |
Net Cash Used in Investing Activities |
| 16,267 |
| (51,065) |
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FINANCING ACTIVITIES |
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Proceeds from the sale of series B preferred stock |
| 60,000 |
| - |
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Net Cash Used in Continuing Financing Activities |
| 60,000 |
| - |
Net Cash Used in Discontinued Financing Activities |
| - |
| 72,081 |
Net Cash Used in Financing Activities |
| 60,000 |
| 72,081 |
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Foreign currency translation effect on cash |
| 15,054 |
| - |
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NET INCREASE IN CASH |
| 16,476 |
| - |
CASH AT BEGINNING OF PERIOD |
| - |
| - |
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CASH AT END OF PERIOD | $ | 16,476 | $ | - |
6
DIAMOND INFORMATION INSTITUTE, INC. | ||||
Consolidated Statements of Cash Flows | ||||
(Unaudited) | ||||
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| For the Six Months Ended | ||
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| June 30, | ||
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| 2010 |
| 2009 |
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SUPPLEMENTAL DISCLOSURES OF |
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CASH FLOW INFORMATION |
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CASH PAID FOR: |
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Income taxes paid | $ | - | $ | 2,000 |
Interest paid |
| - | $ | 38,000 |
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NON CASH FINANCING ACTIVITIES |
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Preferred stock issued for purchase of subsidiary | $ | 373,767 | $ | - |
Stock issued for debt | $ | - | $ | 55,000 |
7
DIAMOND INFORMATION INSTITUTE, INC.
Notes to the Consolidated Financial Statements
June 30, 2010 and December 31, 2009
NOTE 1 NATURE OF OPERATIONS AND BUSINESS CONTINUITY
Diamond Information Institute Inc., formerly doing business as Designs by Bergio [the "Company"] was engaged in the product design, manufacturing, and distribution of fine jewelry throughout the United States. The Companys former jewelry business was discontinued on October 19, 2009 when all assets and liabilities related to this business were acquired by Bergio International, Inc., (formerly known as Alba Mineral Exploration, Inc.).
The Companys business operations now consist of making venture capital investments in private and public companies. The eligible companies qualifying for an investment from the Company will be either companies who currently have a dynamic business plan and are nearing completion of the establishment of that business plan, or businesses that are currently established with positive cash flow but require additional funding to develop existing markets or expand into new markets.
On February 2, 2010 Bergio International, Inc. (the Seller), owner of 99% of the outstanding common shares of the Company, entered into a share purchase agreement (the Agreement) with Macau Consultants and Advisory Services Inc. (the Buyer). In accordance with the terms and provisions of the Agreement, the Seller sold an aggregate of 11,852,700 shares of common stock of the Company to Buyer in exchange for $225,000. The closing of the Agreement occurred March 18, 2010. New officers and directors of the Company were appointed and a change of control of the Company occurred.
On September 28th, 2009 Diamond Information Institute Inc (Diamond) entered into a Memorandum of Understanding (MOU) with Serengeti Consulting Inc. (Serengeti) to purchase all of the capital stock of Serengeti. This agreement was approved by the Board on May 14, 2010 and completed on May 17, 2010. Diamond issued 250,000 shares of Preferred C stock in a stock for stock transaction for all of the shares of Serengeti. Serengeti is currently a wholly owned sub of Diamond.
On April 1, 2010, the Board of Directors of the Company approved an increase in the authorized capital stock to 3,000,000,000 shares consisting of 2,900,000,000 shares of common stock, par value $0.0001, and 100,000,000 shares of preferred stock, par value $0.0001. At this same meeting, the Board approved a 1,000:1 reverse split of the outstanding common stock of the Company. On May 11, 2010, an amendment to the certificate of incorporation was filed which authorizes issuance of 2,900,000,000 shares of common stock, 1,000,000 shares of Class A preferred stock, 50,000,000 shares of Class B preferred stock, 30,000,000 shares of Class C preferred stock, and 5,000,000 shares of Class D preferred stock. The financial statements for the period ended June 30, 2010 reflect these changes to the capitalization of the Company.
Going Concern
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
With the purchase of Serengeti Consulting Inc. management feels confident that they can find compatible businesses to purchase to assist them in growing in line with their business plan. The company is currently working with advisors to raise capital for the anticipated purchases in the future. The ability to continue as a going concern is dependent upon the Company expanding on their existing business model and finding new businesses that can generate sufficient cash flow without taking on a large amount of debt financing.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
8
DIAMOND INFORMATION INSTITUTE, INC.
Notes to the Consolidated Financial Statements
June 30, 2010 and December 31, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP accounting). The financial statements are presented in US dollars. The Company has adopted a December 31 fiscal year end.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Serengeti Consulting, Inc. All significant intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained with major financial institutions in the US. Deposits held with these banks at times exceed $250,000 of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. At June 30, 2010 and December 31, 2009, no excess existed. As of June 30, 2010 and December 31, 2009 the Company had $16,476 and $-0- in cash and cash equivalents, respectively.
Fixed Assets
Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, ranging from 3 to 7 years for furniture, fixtures, machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the lease or the economic life of the asset.
Fair Value of Financial Instruments
On January 1, 2008, the Company adopted ASC 820, Fair Value Measurements. ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
§
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
§
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
§
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of June 30, 2010 and December 31, 2009.
9
DIAMOND INFORMATION INSTITUTE, INC.
Notes to the Consolidated Financial Statements
June 30, 2010 and December 31, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.
The Company adopted ASC 740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a more-likely-than-not approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Companys financial statements.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2010 and December 31, 2009.
Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Stock-Based Compensation
The Company records stock-based compensation using the fair value method in accordance with SFAS No. 123 and 123 (R) (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
On July 1, 2009, the Accounting Standards Codification (ASC) became the Financial Accounting Standards Board (FASB) officially recognized source of authoritative U.S. generally accepted accounting principles applicable to all public and non-public non-governmental entities, superseding existing FASB, AICPA, EITF and related literature. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative. The switch to the ASC affects the away companies refer to U.S. GAAP in financial statements and accounting policies. Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure.
FASB ASC Topic 260, Earnings per Share. On January 1, 2009, the Company adopted new authoritative accounting guidance under FASB ASC Topic 260, Earnings Per Share, which provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.
10
DIAMOND INFORMATION INSTITUTE, INC.
Notes to the Consolidated Financial Statements
June 30, 2010 and December 31, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
FASB ASC Topic 820, Fair Value Measurements and Disclosures. New authoritative accounting guidance under ASC Topic 820,Fair Value Measurements and Disclosures, affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. ASC Topic 820 requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. The new accounting guidance amended prior guidance to expand certain disclosure requirements. The Company adopted the new authoritative accounting guidance under ASC Topic 820 during the first quarter of 2009. Adoption of the new guidance did not significantly impact the Companys consolidated financial statements.
Further new authoritative accounting guidance (Accounting Standards Update No. 2009-5) under ASC Topic 820 provides guidance for measuring the fair value of a liability in circumstances in which a quoted price in an active market for the identical liability is not available. In such instances, a reporting entity is required to measure fair value utilizing a valuation technique that uses (i) the quoted price of the identical liability when traded as an asset, (ii) quoted prices for similar liabilities or similar liabilities when traded as assets, or (iii) another valuation technique that is consistent with the existing principles of ASC Topic 820, such as an income approach or market approach. The new authoritative accounting guidance also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The forgoing new authoritative accounting guidance under ASC Topic 820 will be effective for the Companys consolidated financial statements beginning October 1, 2009 and is not expected to have a significant impact on the Companys consolidated financial statements.
FASB ASC Topic 825 Financial Instruments. New authoritative accounting guidance under ASC Topic 825,Financial Instruments, requires an entity to provide disclosures about the fair value of financial instruments in interim financial information and amends prior guidance to require those disclosures in summarized financial information at interim reporting periods.
FASB ASC Topic 855, Subsequent Events. New authoritative accounting guidance under ASC Topic 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. ASC Topic 855 defines (i) the period after the balance sheet date during which a reporting entitys management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures an entity should make about events or transactions that occurred after the balance sheet date. The new authoritative accounting guidance under ASC Topic 855 became effective for the Companys financial statements for periods ending after June 15, 2009. Effective February 24, 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements which revised certain disclosure requirements. ASU No. 2010-09 did not have a significant impact on the Companys consolidated financial statements. The company evaluated subsequent events, which are events or transactions that occurred after June 30, 2010 through the issuance of the accompanying consolidated financial statements.
Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.
NOTE 3 PROPERTY AND EQUIPMENT, NET
The Companys property and equipment as of June 30, 2010 and December 31, 2009 are summarized as follows:
|
| June 30, |
| December 31, |
|
| 2010 |
| 2009 |
Automotive equipment | $ | 7,168 | $ | - |
Computer equipment |
| 30,445 |
| - |
Furniture and fixtures |
| 16,994 |
| - |
Accumulated depreciation |
| (52,572) |
| - |
Property and equipment, net | $ | 2,035 | $ | - |
11
DIAMOND INFORMATION INSTITUTE, INC.
Notes to the Consolidated Financial Statements
June 30, 2010 and December 31, 2009
NOTE 3 PROPERTY AND EQUIPMENT, NET (Continued)
Depreciation expense for the six months ended June 30, 2010 and for the fiscal year ended December 31, 2009 was $198 and $-0- respectively. Loss on disposal of assets related to fixed assets for the six months ended June 30, 2010 and for the fiscal year ended December 31, 2009 was $8,039 and $-0- respectively.
NOTE 4 RELATED PARTY TRANSACTIONS
The Company has notes payable due to various related parties with a total balance of $23,979 and $-0- as of June 30, 2010 and December 31, 2009, respectively. The notes payable are unsecured, do not accrue interest and are due upon demand. The proceeds of the note are used to pay for the Companys basic operating expenses, which include legal fees, accounting and audit fees, and filing fees, etc.
The Company has notes receivable due to various related parties with a total balance of $199,175 and $-0- as of June 30, 2010 and December 31, 2009, respectively. The receivables do not accrue interest and are due upon demand.
NOTE 5 DISCONTINUED OPERATIONS
The Companys former jewelry business was discontinued on October 19, 2009 when all assets and liabilities related to this business were acquired by Bergio International, Inc. (formerly known as Alba Mineral Exploration, Inc.) and has been accounted for as discontinued operations. The results of operations of this business have been removed from the results of continuing operations for all periods presented. The assets and liabilities of discontinued operations have been reclassified and are segregated in the balance sheets.
NOTE 6 CONVERTIBLE NOTES PAYABLE
Notes payable at June 30, 2010 and December 31, 2009 consisted of the following:
|
| June 30, |
| December 31, |
|
| 2010 |
| 2009 |
Convertible note payable on August 1, 2008, 10% interest, unsecured and due on demand | $ | 99,602 | $ | - |
Convertible note payable on November 1, 2008, 10% interest, unsecured and due on demand |
| 26,211 |
| - |
Convertible note payable on April 15, 2009, 10% interest, unsecured and due on demand |
| 288,320 |
| - |
Convertible note payable on May 6, 2009, 10% interest, unsecured and due on demand |
| 78,633 |
| - |
Convertible notes payable, net | $ | 492,766 | $ | - |
Above convertible notes payable are due to a related party and interest expense for the six months ended June 30, 2010 and December 31, 2009 was $8,307 and $-0-, respectively.
NOTE 7 ACQUISITION OF SUBSIDIARIES
On September 28th, 2009 Diamond Information Institute Inc (Diamond) entered into a Memorandum of Understanding (MOU) with Serengeti Consulting Inc. (Serengeti) to purchase all of the capital stock of Serengeti. This agreement was approved by the Board on May 14, 2010 and completed on May 17, 2010. Diamond issued 250,000 shares of Preferred C stock in a stock for stock transaction for all of the shares of Serengeti. Serengeti is currently a wholly owned sub of Diamond. As part of this transaction, the Company recognized a purchase price of $25, which comprised of the following components:
Property and equipment, net | $ | 277,279 |
Intangible assets |
| 373,767 |
Net liabilities acquired |
| (651,021) |
Purchase price | $ | 25 |
On June 30, 2010, the Company evaluated the carrying value of its intangible assets, including goodwill. Due to the Companys current net loss position and uncertainty of cash flow, the Company impaired all intellectual property and goodwill. This resulted in an impairment expense of $373,767.
12
DIAMOND INFORMATION INSTITUTE, INC.
Notes to the Consolidated Financial Statements
June 30, 2010 and December 31, 2009
NOTE 8 STOCKHOLDERS EQUITY (DEFICIT)
On April 1, 2010, the Board of Directors of the Company approved an increase in the authorized capital stock to 3,000,000,000 shares consisting of 2,900,000,000 shares of common stock, par value $0.0001, and 100,000,000 shares of preferred stock, par value $0.0001. At this same meeting, the Board approved a 1,000:1 reverse split of the outstanding common stock of the Company. On May 11, 2010, an amendment to the certificate of incorporation was filed which authorizes issuance of 2,900,000,000 shares of common stock, 1,000,000 shares of Class A preferred stock, 50,000,000 shares of Class B preferred stock, 30,000,000 shares of Class C preferred stock, and 5,000,000 shares of Class D preferred stock. The financial statements for the period ended June 30, 2010 reflect these changes to the capitalization of the Company. The following is a list of all sales of the Companys preferred and common stock for the six months ended June 30, 2010 and for the year ended December 31, 2009:
Preferred Stock
On April 15, 2010, the Company issued 10 shares of series A preferred stock to one (1) individual, at $1,000 per share, in exchange for cash of $10,000.
In April 2010, the Company issued 134,000 shares of series B preferred stock at $2.50 per share, in exchange for services totaling $274,990 and for cash of $60,000.
On May 17, 2010, the Company issued 250,000 shares of series C preferred stock in exchange for all the shares issued and outstanding of Serengeti Consulting, Inc. valued at $0.0001 per share.
Common Stock
On May 31, 2010, the Company issued 1,500,000,054 shares of common stock at $0.0001 per share, in exchange for services totaling $150,010.
In February 2009, the Company issued to its CEO 50,000 shares of restricted common stock with a fair value of $0.40 per share or $20,000 for services as a Board of Directors member throughout 2009. The Share-based Compensation expense for the three and nine months ended September 30, 2009 amounted to $5,000 and $15,000, respectively.
In February 2009, the Company issued its SEC counsel 20,000 shares of restricted common stock with a fair value of $0.40 per share or $8,000 for legal services to be provided for the Companys SEC filings for the 2009 reporting year.
In January 2009, the Company agreed to issue its SEC counsel, 100,000 shares of restricted common stock with a fair value of $0.40 per share or $40,000 for services in connection with the effective filing of Form 15c-211 and submittal to FINRA through a market maker. The Share-Based Compensation expense for the three and nine months ended September 30, 2009 amounted to $0 and $40,000, respectively.
NOTE 9 SUBSEQUENT EVENTS
Subsequent to the period end, on July 22, 2010, the note holder elected to convert $76,000 of the outstanding convertible notes payable into 760,000,000 shares of common stock of the Company. As of June 30, 2010, $394,000 of such convertible notes remains outstanding and convertible into shares of the Companys common stock.
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2010 and has determined that it does not have any other material subsequent events to disclose in these financial statements.
13
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words may, could, estimate, intend, continue, believe, expect or anticipate or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
·
our current lack of working capital;
·
increased competitive pressures from existing competitors and new entrants;
·
increases in interest rates or our cost of borrowing or default under any material debt agreements;
·
inability to raise additional financing;
·
deterioration in general or regional economic conditions;
·
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
·
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
·
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;
·
inability to efficiently manage our operations;
·
loss of customers or sales weakness;
·
inability to achieve future sales levels or other operating results;
·
key management or other unanticipated personnel changes;
·
the unavailability of funds for capital expenditures; and
·
operational inefficiencies in distribution or other systems.
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see Item 1A, Risk Factors, in this document.
Throughout this Annual Report references to we, our, us, Diamond, the Company, and similar terms refer to Diamond Information Institute, Inc.
AVAILABLE INFORMATION
Our securities as of September 8, 2008 are registered under the Securities Act of 1933, and we will file reports and other information with the Securities and Exchange Commission as a result. Additionally, we shall file supplementary and periodic information, documents and reports that are required under section 13(a) and Section 15(d) of the Exchange Act, as amended.
Any annual, quarterly, special reports and other information filed with the SEC can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Companys filings are also available through the SECs Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SECs website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.
14
ITEM 1 - Managements Discussion and Analysis of Financial Condition and Results of Operation
Overview
Diamond Information Institute Inc., formerly doing business as Designs by Bergio [the "Company"] was engaged in the product design, manufacturing, and distribution of fine jewelry throughout the United States. The Companys former jewelry business was discontinued on October 19, 2009 when all assets and liabilities related to this business were acquired by Bergio International, Inc., (formerly known as Alba Mineral Exploration, Inc.).
The Companys business operations now consist of making venture capital investments in private and public companies. The eligible companies qualifying for an investment from the Company will be either companies who currently have a dynamic business plan and are nearing completion of the establishment of that business plan, or businesses that are currently established with positive cash flow but require additional funding to develop existing markets or expand into new markets.
On February 2, 2010 Bergio International, Inc. (the Seller), owner of 99% of the outstanding common shares of the Company, entered into a share purchase agreement (the Agreement) with Macau Consultants and Advisory Services Inc. (the Buyer). In accordance with the terms and provisions of the Agreement, the Seller sold an aggregate of 11,852,700 shares of common stock of the Company to Buyer in exchange for $225,000. The closing of the Agreement occurred March 18, 2010. New officers and directors of the Company were appointed and a change of control of the Company occurred.
On September 28th, 2009 Diamond Information Institute Inc (Diamond) entered into a Memorandum of Understanding (MOU) with Serengeti Consulting Inc. (Serengeti) to purchase all of the capital stock of Serengeti. This agreement was approved by the Board on May 14, 2010 and completed on May 17, 2010. Diamond issued 250,000 shares of Preferred C stock in a stock for stock transaction for all of the shares of Serengeti. Serengeti is currently a wholly owned sub of Diamond.
Agreement for the Purchase of Common Stock and Warrants
Bergio International, Inc. (the Seller), as record owner or agent representing 11,863,100 shares of common stock of Diamond Information Institute, Inc., a corporation formed under the laws of the State of New Jersey (the Company) entered into a share purchase agreement dated February 2, 2010 (the Share Purchase Agreement) with Macau Consultants and Advisory Services Inc. (the Buyer). In accordance with the terms and provisions of the Share Purchase Agreement, the Seller sold an aggregate of 11,863,100 shares of common stock (the Common Stock) of the Corporation to the Buyer in exchange for $225,000 (the Purchase Price). The closing and consummation of the Share Purchase Agreement occurred March 18, 2010 (the Closing Date). The Purchase Price shall be paid as follows: (i) $50,000 initial deposit, which as of the date of this Current Report has been paid; (ii) $55,000 within thirty day from the Closing Date, which is due approximately April 18, 2010; (iii) $60,000 within sixty days from the Closing Date, which is due approximately May 18, 2010; and (iv) $60,000 within ninety days from the Closing Date, which is approximately June 18, 2010. As of the date of this Current Report, new officers and directors of the Company have been appointed and the change in control is being effected.
Overview of Current Business Operations
The Company was organized under the laws of the State of New Jersey in October of 1988. Since approximately 1995, the Company had been involved in the business of designing and manufacturing jewelry under its tradename of the Bergio line. Based upon consummation of the Share Purchase Agreement and the subsequent change in control of the Company, the business operations of the Company will change.
The Companys business operations will involve embarking upon a project to make Venture Capital Investments into private and public Companies. The eligible companies qualifying for an investment from the Company will be companies who currently have a dynamic business plan and are nearing completion of the establishment of that business plan or are currently established businesses with positive cash flow but require additional funding to develop existing markets or expand into new markets. Emphasis will be on businesses with a very low overhead and cost of sales thus giving them a large increase in positive cash flow with the injection of new capital into the company. A specific emphasis of the Company will be in the Green Energy as well as the renewable energy fields and the development of Software as a Service (SAAS) sector. The Company will also be operating a consultancy division to assist existing private companies to go public as well as assisting companies who are already public to restructure and raise additional money from the capital markets.
15
The Company plans on using consultants to execute its business plan as much as possible. That way management is able to access the very best in the industry sectors that the Company will be operating in and the Company will not be encumbered with considerable expensive overhead when the marketplace becomes soft as they all do from time to time. Management believes that the Companys business model should insulate it from major market downturns since the market sector the Company will be operating in will be fee based. Management further believes that when the general market enters a Bear Market phase, there will be the most demand for the services the Company will be providing. As well the consultancy side of the Companys business, the Company will be able to monitor and assist any companies it invests in to ensure the Companys investments grow and mature on a timely basis with as little harm from cycles in the specific investment sectors that the Company invests in as possible.
Management believes that regardless of whether the Company is in a Bear cycle or a Bull market run, there will always be a healthy demand for funds and always a need for business management services to assist those who are floundering. Management believes that the Company has the best of both worlds since the Company should prosper from the Bear and Bull Market cycles. The only determinant for the Company in determining how fast it can grow its business will be in the Companys success in obtaining the necessary funds for deployment into good qualifying business models. Management of the Company looks forward to the future with great anticipation.
Results of Operations
The following table summarizes selected items from the statement of operations for the three and six month periods ended June 30, 2011.
| For the Three Months Ended |
|
|
| ||||
| June, |
| Increase | |||||
| 2010 |
| 2009 |
| (Decrease) | |||
Revenues | $ | 126,265 |
| $ | - |
| $ | 126,265 |
Operating Expenses |
| 830,793 |
|
| - |
|
| 830,793 |
Other expenses |
| 16,499 |
|
| - |
|
| 16,499 |
Net loss from continuing operations | $ | (721,027) |
| $ | - |
| $ | (721,027) |
| For the Six Months Ended |
|
|
| ||||
| June, |
| Increase | |||||
| 2010 |
| 2009 |
| (Decrease) | |||
Revenues | $ | 126,265 |
| $ | - |
| $ | 126,265 |
Operating Expenses |
| 877,011 |
|
| - |
|
| 877,011 |
Other expenses |
| 16,499 |
|
| - |
|
| 16,499 |
Net loss from continuing operations | $ | (767,245) |
| $ | - |
| $ | (767,245) |
Revenue
During the three months ended June 30, 2010, the Company realized its first revenue from consulting services provided after divesting of its previous operations. Accordingly, revenues for the three and six months ended June 30, 2010 have increased by $126,265 over the same periods in 2010.
Operating Expenses
Operating expenses from continuing operations for the three months ended June 30, 2010 consist of depreciation ($198), impairment of intangible assets associated with its acquisition of Serengeti ($511,918), and other general and administrative expenses ($318,677). Other general and administrative expenses consist primarily of stock issued in exchange for services. No operating expenses from continuing operations were incurred in the same period in 2009.
Operating expenses from continuing operations for the six months ended June 30, 2010 consist of depreciation ($198), impairment of intangible assets associated with its acquisition of Serengeti ($511,918), and other general and administrative expenses ($364,895). Other general and administrative expenses consist primarily of stock issued in exchange for services. No operating expenses from continuing operations were incurred in the same period in 2009.
Net Operating Loss from Continuing Operations
The net operating losses for the three and six months ended June 30, 2010 was $721,027 and $767,245, respectively. The Company had no operating income or loss from continuing operations during the same periods in 2009.
16
Other Expenses
Other expenses from continuing for the three and six months ended June 30, 2010 were $16,499 and $16,499, respectively. Other expenses consist of interest expense and loss on the disposal of assets. There were no other expenses from continuing operations during the same periods in 2009.
Discontinued Operations
During the three and six months ended June 30, 2009 the Company realized a loss from its discontinued operations of $117,319 and $318,775, respectively.
Net loss
The net operating loss for the three and six months ended June 30, 2010 was $721,027 and $767,245, respectively, compared to net losses of $117,207 and $318,775 for the same periods in 2009. Our net operating loss increased due to the factors listed above.
Significant Changes in the Number of Employees
We currently have 2 part-time employees. We do not anticipate a significant change in the number of full time employees over the next 12 months. None of our employees are subject to any collective bargaining agreements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results or operations, liquidity, capital expenditures or capital resources that is deemed material.
Critical Accounting Policies
For a discussion of critical accounting policies please refer to Note 2.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4(T) CONTROLS AND PROCEDURES
Our new Chief Executive Officer, Daniel McCormick, and Chief Financial Officer, Lorne Gale, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on the evaluation effect of this restatement of the financial statements, management has concluded that prior disclosures of disclosure controls and procedures were inaccurate, and as further explained in Footnote 8 to the financial statements for the Company above, Messrs. McCormick and Gale concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In order to address and remedy deficiencies in the Companys disclosure controls and procedures, management has initiated the engagement of an experienced third party consultant to address disclosure controls and procedures on an ongoing basis and has also engaged a PCAOB registered accounting firm to review the Form 10Q and the Companys financial statements for the period ended June 30, 2010 and all subsequent reporting periods for the Company.
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.
17
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect our financial position or results of operations.
ITEM 1A RISK FACTORS
Risks Relating To Our Planned Business and Marketplace
You should carefully consider the risks described below and all other information contained in this annual report on Form 10-K, including financial statements and the related notes thereto. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our future operations and performance. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our common stock could decline, and you may lose all or part of your investment.
Our business may be adversely affected by the recent financial crisis and our ability to access the capital markets.
The global financial markets are in turmoil, and the economies of the U.S. and many other countries are in recession, which may be severe and prolonged. This status has resulted in diminished opportunities for liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about overall economic stability, and there can be no assurance against further decline. The end markets for certain of our portfolio of prospective companies products and services have experienced, and continue to experience, negative economic trends. We are unable to predict the likely duration and severity of this global financial turmoil, and if the current uncertainty continues or economic conditions further deteriorate, our business and the businesses of our portfolio companies could be materially and adversely affected.
There is uncertainty regarding the value of our planned investments in restricted securities.
We may be required to carry our planned portfolio investments at market value or, if there is no readily available market value, at fair value as determined by us with our Board of Directors having final responsibility for overseeing, reviewing and approving, in good faith, our estimate of fair value. Because of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, our fair value determinations may differ materially from the values a third party would be willing to pay for such securities or the values which would be applicable to unrestricted securities having a public market.
The lack of liquidity of restricted securities may adversely affect our planned business.
Our portfolio may contain many securities which are subject to restrictions on sale because they will have been acquired from issuers in "private placement" transactions or because we are deemed to be an affiliate of the issuer. Unless an exemption from the registration requirements of the Securities Act of 1933 is available, we will not be able to sell these securities publicly without the expense and time required to register the securities under applicable federal and state securities laws. In addition, contractual or practical limitations may restrict our ability to liquidate our securities in planned portfolio companies, because we may own a relatively large percentage of the issuers outstanding securities. Sales may also be limited by unfavorable market conditions. The illiquidity of our investments may preclude or delay the disposition of such securities, which may make it difficult for us to obtain cash equal to the value at which we record our investments.
There may be limited publicly available information regarding the companies in which we are contemplating investment.
Some of the securities in our planned portfolio may be issued by privately held companies. There is generally little or no publicly available information about such companies, and we may have to rely on the diligence of our management to obtain the information necessary for our decision to invest. There can be no assurance that such diligence efforts will uncover all material information necessary to make fully informed investment decisions.
18
Some of our planned portfolio companies may be highly leveraged.
Some of our planned portfolio companies may have incurred substantial indebtedness in relation to their overall capital base. Such indebtedness often has a term that will require the balance of the loan to be refinanced when it matures. If these companies cannot generate adequate cash flow to meet the principal and interest payments on their indebtedness, the value of our investment in them could be reduced or eliminated through foreclosure on the portfolio companys assets or by the portfolio companys reorganization or bankruptcy.
Fluctuations may occur in our quarterly results.
Our future quarterly operating results may fluctuate materially due to a number of factors including, among others, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our planned portfolio companies markets, the ability to find and close suitable investments, and general economic conditions. As a result of these factors, results for any future period should not be relied upon as being indicative of performance in future periods.
Our future financial condition and results of operations will depend on our ability to effectively manage any future growth.
Sustaining growth will depend upon our ability to identify, evaluate, finance, and invest in companies that meet our investment criteria. Accomplishing such results on a cost-effective basis is a function of our marketing capabilities and skillful management of the investment process. Failure to achieve future growth could have a material adverse effect on our business, financial condition, and results of operations.
We will be dependent upon management for our future success.
Selection, structuring and closing our investments will depend upon the diligence and skill of our management, which is responsible for identifying, evaluating, negotiating, monitoring and disposing of our investments. Our managements capabilities may significantly impact our results of operations. If we lose any member of our management team and he/she cannot be promptly replaced with an equally capable team member, our results of operations could be significantly impacted.
We will operate in a highly competitive market for investment opportunities.
We will compete for attractive investment opportunities with private equity funds, venture capital partnerships and corporations, venture capital affiliates of industrial and financial companies, SBICs and wealthy individuals. Some of these competitors will be substantially larger and have greater financial resources, and some are subject to different and frequently less stringent regulation. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time and there can be no assurance that we will be able to identify and make investments that satisfy our objectives.
Changes in laws or regulations governing our operations or our failure to comply with those laws or regulations may adversely affect our business.
We and our planned portfolio companies are subject to regulation by laws at the local, state and federal level. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any changes in these laws and regulations or failure to comply with them could have a material adverse effect on our business.
Failure to deploy new capital may reduce our return on equity.
If we fail to invest our capital effectively, our return on equity may be decreased, which could reduce the price of the shares of our common stock.
The market price of our common stock may fluctuate significantly.
The market price and marketability of shares of our common stock may from time to time be significantly affected by numerous factors, including our investment results, market conditions, and other influences and events over which we have no control and that may not be directly related to us.
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Risks Relating to our Common Stock
If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, the Financial Industry Regulatory Authority (FINRA) has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. We have not been late in any of our SEC reports through December 31, 2009.
Our common stock could be deemed a low-priced Penny stock which could make it cumbersome for brokers and dealers to trade in our common stock, making the market for our common stock less liquid and negatively affect the price of our stock.
In the event where our securities are accepted for trading in the over-the-counter market, trading of our common stock may be subject to certain provisions of the Securities Exchange act of 1934, commonly referred to as the penny stock as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our stock is deemed to be a penny stock, trading will be subject to additional sales practice requirements of broker-dealers. These require a broker-dealer to:
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Deliver to the customer, and obtain a written receipt for, a disclosure document;
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Disclose certain price information about the stock;
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Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
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Send monthly statements to customers with market and price information about the penny stock; and
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In some circumstances, approve the purchasers account under certain standards and deliver written statements to the customer with information specified in the rules.
Consequently, penny stock rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our common stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the penny stock rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
On April 1, 2010, the Board of Directors of the Company approved an increase in the authorized capital stock to 3,000,000,000 shares consisting of 2,900,000,000 shares of common stock, par value $0.0001, and 100,000,000 shares of preferred stock, par value $0.0001. At this same meeting, the Board approved a 1,000:1 reverse split of the outstanding common stock of the Company. On May 11, 2010, an amendment to the certificate of incorporation was filed which authorizes issuance of 2,900,000,000 shares of common stock, 1,000,000 shares of Class A preferred stock, 50,000,000 shares of Class B preferred stock, 30,000,000 shares of Class C preferred stock, and 5,000,000 shares of Class D preferred stock. The financial statements for the period ended June 30, 2010 reflect these changes to the capitalization of the Company. The following is a list of all sales of the Companys preferred and common stock for the six months ended June 30, 2010 and for the year ended December 31, 2009:
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Preferred Stock
On April 15, 2010, the Company issued 10 shares of series A preferred stock to one (1) individual, at $1,000 per share, in exchange for cash of $10,000.
In April 2010, the Company issued 134,000 shares of series B preferred stock at $2.50 per share, in exchange for services totaling $274,990 and for cash of $60,000.
On May 17, 2010, the Company issued 250,000 shares of series C preferred stock in exchange for all the shares issued and outstanding of Serengeti Consulting, Inc. valued at $0.0001 per share.
Common Stock
On May 31, 2010, the Company issued 1,500,000,054 shares of common stock at $0.0001 per share, in exchange for services totaling $150,010.
In February 2009, the Company issued to its CEO 50,000 shares of restricted common stock with a fair value of $0.40 per share or $20,000 for services as a Board of Directors member throughout 2009. The Share-based Compensation expense for the three and nine months ended September 30, 2009 amounted to $5,000 and $15,000, respectively.
In February 2009, the Company issued its SEC counsel 20,000 shares of restricted common stock with a fair value of $0.40 per share or $8,000 for legal services to be provided for the Companys SEC filings for the 2009 reporting year.
In January 2009, the Company agreed to issue its SEC counsel, 100,000 shares of restricted common stock with a fair value of $0.40 per share or $40,000 for services in connection with the effective filing of Form 15c-211 and submittal to FINRA through a market maker. The Share-Based Compensation expense for the three and nine months ended September 30, 2009 amounted to $0 and $40,000, respectively.
Issuer Purchases of Equity Securities
We did not repurchase any of our securities during the quarter ended June 30, 2010.
ITEM 3 Defaults Upon Senior Securities
None
ITEM 4 Submission of Matters to a Vote of Security Holders
None
ITEM 5 Other Information
None
ITEM 6 Exhibits
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| DIAMOND INFORMATION INSTITUTE INC. | ||
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Dated: April 25, 2010 | By: | /s/ Christopher Glover |
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| Christopher Glover, Chief |
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| Executive Officer, Secretary |
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Dated: April 25, 2010 | By: | /s/ LORNE R. GALE |
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| Lorne R. Gale, Chief Financial Officer, Treasurer |
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DIAMOND INFORMATION INSTITUTE, INC.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Dated: April 25, 2010 | By: | /s/ Christopher Glover |
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| Director |
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Dated: April 25, 2010 | By: | /s/ LORNE R. GALE |
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| Director |
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